Date: 22nd July, 2026

Board Meeting Outcomes

  • The Board meeting held on 30th June, 2026 deliberated on non-compliance with SEBI LODR requirements pertaining to board composition and committee constitution for quarter ended 31st March 2026
  • The Board noted the position of non-compliances with respect to composition of the Board and constitution of committees namely Audit and Nomination and Remuneration
  • The Board desired that follow-up be made with the appointing authority i.e. Ministry of Railways (MOR) to expedite appointment of requisite number of Independent Directors (including one Women Independent Director)
  • The Board noted that stock exchanges have been requested to waive the fine imposed on the Company
  • The Board noted that in earlier instances of similar non-compliance from March 2021 to December 2025, NSE & BSE had waived fines

Regulatory Compliance Disclosure

NSE Fine Details (Received 27th May 2026)

  • Reference: NSE/LIST-SOP/COMB/FINES/0611
  • Non-compliance with Regulation 19(1)/19(2) for quarter ended March 2026
  • Total fine payable: ₹8,10,000 (basic fine)
  • Fine increases daily until compliance is achieved
  • Payment required within 15 days from notice date

BSE Fine Details (Received 27th May 2026)

  • Multiple regulation violations for quarter ended March 2026:
  • Regulation 17(1): Non-compliance with board composition requirements including failure to appoint woman director - Basic fine: ₹4,50,000 + GST ₹81,000 = Total ₹5,31,000
  • Regulation 18(1): Non-compliance with constitution of audit committee - Basic fine: ₹1,80,000 + GST ₹32,400 = Total ₹2,12,400
  • Regulation 19(1)/19(2): Non-compliance with constitution of nomination and remuneration committee - Basic fine: ₹1,80,000 + GST ₹32,400 = Total ₹2,12,400
  • Total fine payable: Basic ₹8,10,000 + GST ₹1,45,800 = Total ₹9,55,800
  • Failure to pay within 15 days may result in freezing of promoter shareholding
  • Second consecutive quarter of non-compliance for Regulation 17(1), 18(1), 27(2) could result in transfer to Z group and trading suspension

Company Position and Response

  • IRFC being a Government Company, the power to appoint Directors vests with the President of India through administrative ministry i.e., Ministry of Railways (MOR)
  • Company has no control in the appointment of Directors on its Board
  • Company has requested waiver of fines from both exchanges citing that appointment matter is beyond company's control
  • Previous fines for similar non-compliance from March 2021 to December 2025 were waived by exchanges

Additional Requirements

  • The non-compliance matter and exchange action must be placed before the Board in next meeting
  • Board comments must be informed to exchanges through NEAPS portal
  • Compliance is prerequisite for applying for waiver
  • Non-refundable processing fee of ₹10,000 + 18% GST required if fine amount exceeds ₹5,000